UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                -----------------

                                    FORM 10Q
                                -----------------

(Mark One)

[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 For the quarterly period ended September 30, 2008

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from __________ to ___________

                                  Commission file number:  333-151398

                              BEDROCK ENERGY, INC.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                                           02-0511381
         --------                                           ----------

   (State of Incorporation)                          (IRS Employer ID Number)

            8950 Scenic Pine Drive, Suite 100, Parker, Colorado 80134
                 -----------------------------------------------
                    (Address of principal executive offices)

                                  303-794-4398
                           --------------------------
                         (Registrant's Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter  period that the registrant was required
to file such reports),  and (2) has been subject to the filing  requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the  registrant is a large  accelerated  file, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated  filer [ ] (Do
not check if a smaller reporting company) Smaller reporting company [X]


<PAGE>




Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X]

Indicate  the number of share  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of October 31, 2008, there were 2,545,524  shares of the registrant's  common
stock issued and outstanding.




<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                        <C>



PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements       (Unaudited)                                            Page
                                                                                           ----

         Balance Sheets - September 30, 2008 and  December 31, 2007                        F-1

         Statements of Operations  -
                  Nine and Three  months ended  September  30, 2008 and 2007 and
                  From March 17, 1999 (Inception) to September 30, 2008 F-2

         Statements of Cash Flows -
                  Nine months ended September 30, 2008 and 2007 and
                  From March 17, 1999 (Inception) to September 30, 2008                    F-4

         Notes to the Financial Statements                                                 F-5

Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                 1

Item 3.  Quantitative and Qualitative Disclosures About Market Risk -                       4
Not Applicable

Item 4. Controls and Procedures                                                             3

Item 4T.  Controls and Procedures                                                           3

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -Not Applicable                                                  4

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                        4
                  -Not Applicable

Item 3.  Defaults Upon Senior Securities - Not Applicable                                   4

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable               4

Item 5.  Other Information - Not Applicable                                                 4

Item 6.  Exhibits                                                                           4

SIGNATURES                                                                                  5

</TABLE>

<PAGE>




                                     PART I

ITEM 1. FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>

                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)
                                 BALANCE SHEETS

<S>                                                                       <C>               <C>

                                                                            September 30,     December 31,
                                                                               2008              2007
                                                                          ---------------   ---------------
                                                                           (Unaudited)        (Audited)

ASSETS:

        CURRENT ASSETS:
               Cash                                                              $ 9,768          $ 18,771
               Prepaid expense                                                     1,575                 -
                                                                          ---------------   ---------------
        Total Current Assets                                                      11,343            18,771
                                                                          ---------------   ---------------
TOTAL ASSETS                                                                    $ 11,343          $ 18,771
                                                                          ===============   ===============

LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY

        CURRENT LIABILITIES:
               Accounts payable                                                  $ 2,368           $ 2,368
               Accrued fees                                                       30,000                 -
               Loan from affiliates                                                3,750             3,750
               Loan from shareholders                                              4,430             4,430
                                                                          ---------------   ---------------
        Total Current Liabilities                                                 40,548            10,548

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' (DEFICIT) EQUITY:
        Preferred shares, no par value, non voting: 10,000,000 shares
          authorized, no shares issued and outstanding                                 -                 -
        Common stock, $0.001 par value; 200,000,000 shares
          authorized, 2,545,524 and 2,235,524 shares issued and outstanding
          at September 30, 2008 and December 31, 2007, respectively                2,545             2,235
        Additional paid-in capital                                               380,730           350,040
        Deficit accumulated during the development stage                        (412,480)         (344,052)
                                                                          ---------------   ---------------
               Total Shareholders' (Deficit)  Equity                             (29,205)            8,223
                                                                          ---------------   ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY                            $ 11,343          $ 18,771
                                                                          ===============   ===============

The accompanying notes are an integral part of these statements.

</TABLE>

                                      F-1

<PAGE>
<TABLE>
<CAPTION>




                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<S>                                  <C>               <C>               <C>            <C>                 <C>


                                                                                                            Period From Inception
                                          For The Three Months Ended      For the Nine Months Ended             March 17, 1999
                                                   September 30,                   September 30,                  Through
                                             2008                2007       2008                2007          September 30, 2008
                                     ---------------   --------------    -----------    ----------------    ------------------------
OPERATING EXPENSES:
         Salaries and related expenses    $ -          $ -                  $ -                 $ -                       $ 112,128
         Professional fees                  8,659        8,687               17,951               8,687                      83,181
         Rent                               -            -                    -                   -                           3,801
         Service fees                       4,025       25,000               39,425              52,000                     210,700
         Travel                             4,741        -                    7,851               2,500                      30,157
         General and administrative           399           49                3,201                  49                      32,654
                                     ---------------  ---------------   --------------    --------------    ------------------------
           Total operating expenses        17,824       33,736               68,428              63,236                     472,621
                                     ---------------  ---------------   --------------    --------------    ------------------------
         Operating loss                   (17,824)     (33,736)             (68,428)            (63,236)                   (472,621)

OTHER INCOME (EXPENSE):
         Other, net                         -           (2,368)               -                  (2,368)                     60,141
                                     ---------------  ---------------   --------------    --------------    ------------------------
NET LOSS
  BEFORE INCOME TAXES                     (17,824)     (36,104)             (68,428)            (65,604)                   (412,480)

  Provision for income taxes                    -        -                    -                   -                           -
                                    ----------------  ---------------   --------------    ---------------    -----------------------
NET LOSS                                $ (17,824)   $ (36,104)           $ (68,428)          $ (65,604)                 $ (412,480)
                                    ================  ===============   ==============    ===============    =======================

Basic and diluted
         loss per common share            $ (0.01)       (0.01)             $ (0.03)            $ (0.03)
                                    ================  ===============   ==============    ===============
Basic and diluted
   weighted average number
   of common shares outstanding         2,525,524    2,662,715            2,107,121           2,163,048
                                    ================ ================   ==============    ================

The accompanying notes are an integral part of these statements.


</TABLE>
                                      F-2

<PAGE>
<TABLE>
<CAPTION>

                              BEDROCK ENERGY, INC.
                      (a Company in the Development Stage)
            STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)



<S>                                               <C>                            <C>           <C>           <C>



                                                                                                                  Total
                                                             Common Shares        Additional                  Shareholders'
                                                               $.001 Par Value     Paid-in                       Equity
                                                       Shares         Amount       Capital       Deficit        (Deficit)
                                                  -----------------------------  ------------  ------------  ----------------
BALANCES, Inception, March 17, 1999                              -     $     -          $  -       $     -     $          -
   Issuance of shares for services and cash                950,706         950        43,825             -           44,775
   Net loss                                                      -           -             -        29,784)         (29,784)
                                                  -----------------------------  ------------  ------------  ----------------

BALANCES, December 31, 1999                                950,706         950        43,825       (29,784)           14,991
   Issuance of shares for debt, services and cash           39,818          40       140,960             -           141,000
   Net loss                                                      -           -             -      (215,994)         (215,994)
                                                  -----------------------------  ------------  ------------  ----------------

BALANCES, December 31, 2000                                990,524         990       184,785      (245,778)          (60,003)
   Net income                                                    -           -             -         9,233             9,233
                                                  -----------------------------  ------------  ------------  ----------------

BALANCES, December 31, 2001                                990,524         990       184,785      (236,545)          (50,770)
   Net income                                                    -           -             -        49,137            49,137
                                                  -----------------------------  ------------  ------------  ----------------

BALANCES, December 31, 2002                                990,524         990       184,785      (187,408)           (1,633)
   Net loss                                                      -           -             -          (890)             (890)
                                                  -----------------------------  ------------  ------------  ----------------

BALANCES, December 31, 2003                                990,524         990       184,785      (188,298)           (2,523)
   Net loss                                                      -           -             -        (5,657)           (5,657)
                                                  -----------------------------  ------------  ------------  ----------------

BALANCES, December 31, 2004                                990,524         990       184,785      (193,955)           (8,180)
   Net loss                                                      -           -             -       (36,000)          (36,000)
                                                  -----------------------------  ------------  ------------  ----------------

BALANCES, December 31, 2005                                990,524         990       184,785      (229,955)          (44,180)
   Net loss                                                      -           -             -       (36,000)          (36,000)
                                                  -----------------------------  ------------  ------------  ----------------

BALANCES, December 31, 2006                                990,524         990       184,785      (265,955)          (80,180)
   Issuance of shares for debt, services and cash        1,245,000       1,245       165,255             -           166,500
   Net loss                                                      -           -             -       (78,097)          (78,097)
                                                  -----------------------------  ------------  ------------  ----------------

BALANCES, December 31, 2007                              2,235,524       2,235       350,040      (344,052)            8,223
   Issuance of shares for services and cash                310,000         310        30,690             -            31,000
   Net loss                                                      -           -             -       (68,428)          (68,428)
                                                  -----------------------------  ------------  ------------  ----------------

BALANCES, September 30, 2008                             2,545,524     $ 2,545     $ 380,730     $(412,480)        $ (29,205)
                                                  =================  ==========  ============  ============  ================


The accompanying notes are an integral part of these statements.


</TABLE>

                                      F-3
<PAGE>
<TABLE>
<CAPTION>


                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<S>                                                 <C>                      <C>                      <C>


                                                                                                                 Period From
                                                                                                                 Inception -
                                                                                                               March 17, 1999
                                                              For the Nine Months Ended                           Through
                                                       September 30, 2008       September 30, 2007            September 30, 2008
                                                    ---------------------    ---------------------    ------------------------------

CASH FLOW FROM OPERATING ACTIVITIES:
   Net loss                                                    $ (68,428)               $ (65,604)              $ (412,480)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
     Issuance of common shares for services                       11,000                   37,500                  123,275
     Issuance of debt for services                                     -                        -                   12,000
     Debt forgiveness                                                  -                        -                  (62,509)
     Increase in current assets                                   (1,575)                 (12,500)                  (1,575)
     Increase in accounts payable and accruals                    30,000                   23,043                  155,945
                                                    ---------------------    ---------------------    ---------------------
       Net cash used in operating activities                     (29,003)                 (17,561)                (185,344)
                                                    ---------------------    ---------------------    ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from related party payable                                 -                        -                   19,112
   Sale of common shares                                          20,000                   25,000                  176,000
                                                    ---------------------    ---------------------    ---------------------
     Net cash provided by financing activities                    20,000                   25,000                  195,112
                                                    ---------------------    ---------------------    ---------------------
NET (DECREASE) INCREASE IN CASH                                   (9,003)                   7,439                    9,768

CASH, BEGINNING OF PERIOD                                         18,771                        -                        -
                                                    ---------------------    ---------------------    ---------------------

CASH, END OF PERIOD                                              $ 9,768     $                  -               $    9,768
                                                    =====================    =====================    =====================


NONCASH ACTIVITIES:
   Issuance of common shares for debt                $                 -     $             84,000               $   84,000
                                                    =====================    =====================    =====================


The accompanying notes are an integral part of these statements.


                                      F-4
</TABLE>


<PAGE>
                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS
                 For the Nine Months September 30, 2008 and 2007


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------

The  Company  was  incorporated  in  Colorado  on August 11,  2004 with its name
changed  to Bedrock  Energy,  Inc.  on October  18,  2007 from  CellTouch,  Inc.
Enviromart.com,  Inc. was  incorporated  in New  Hampshire in March of 1999.  On
September 21, 2004 CellTouch,  Inc. and Enviromart.com,  Inc.  (collectively the
"Company")  were merged under the laws of the State of Colorado  and  CellTouch,
Inc. became the surviving entity.  The Company has been in the development stage
since its inception.

Activities  through September 30, 2008 include the raising of equity capital and
the formation of a previous  business plan to sell  environmental  products over
the Internet as well as the current  business  plan to merge with or acquire and
develop assets from a company in the oil and gas industry.

Interim Presentation
--------------------

In the opinion of the  management  of the Company,  the  accompanying  unaudited
financial statements include all material adjustments,  including all normal and
recurring  adjustments,  considered  necessary to present  fairly the  financial
position and  operating  results of the Company for the periods  presented.  The
financial  statements and notes do not contain certain  information  included in
the Company's  financial  statements for the year ended December 31, 2007. It is
the Company's  opinion that when the interim  financial  statements  are read in
conjunction  with the  December  31,  2007  Audited  Financial  Statements,  the
disclosures  are  adequate to make the  information  presented  not  misleading.
Interim results are not necessarily indicative of results for a full year or any
future period.

Statement of Cash Flows
-----------------------

For  purposes  of the  statements  of cash  flows,  cash  includes  deposits  in
commercial bank accounts.

Income Taxes
------------

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under the asset and
liability  method of SFAS No.  109,  deferred  tax  assets and  liabilities  are
recognized for the estimated future tax consequences attributable to differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax basis.  Deferred tax assets and liabilities
are  measured  using  enacted  tax rates in effect  for the year in which  those
temporary differences are expected to be recovered or settled.

Income Per Share
----------------

Income per share  requires  presentation  of both basic and  diluted  income per
common share.  Common share equivalents are not included in the weighted average
calculation since their effect would be anti-dilutive.

Use of Estimates
----------------

The preparation of financial  statements in conformity  with generally  accepted
accounting  principles  in the United States of America  requires  management to
make  estimates and  assumptions  that affect the reported  amount of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates,
and such differences may be material to the financial statements.

                                      F-5

<PAGE>





                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS
                  For the Nine Months Ended September 30, 2008


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value of Financial Instruments
-----------------------------------

The Company's financial  instruments,  including cash, other assets and payables
approximate fair value due to the short-term nature of those instruments.


NOTE 2 - SHAREHOLDERS' (DEFICIT) EQUITY

Common Share
------------

The Company is  authorized  to issue  200,000,000  shares of $.001 voting common
stock.  Effective  March 24,  2008,  the  Company,  as a result  of  shareholder
approval,  implemented  a one for two share reverse stock split and therefore as
of  September  30, 2008 there were a total of  2,545,524  shares of common stock
issued and outstanding.  Included in these above  outstanding  shares are 20,000
shares and 310,000  shares  issued during the three months and nine months ended
September  30, 2008  respectively  (post reverse stock split) of which 90,000 of
these shares were issued to officers and directors  during the nine months ended
September  30, 2008 for services  rendered at a value of $9,000 (See Note 3) and
200,000 shares issued during the nine months ended September 30, 2008 as part of
a private placement in the amount of $20,000 in cash.

On August 2, 2007,  the Company  authorized  the sale in a private  placement of
1,000,000  shares of common stock  (pre-reverse  stock split) at a price of $.05
per share under an exemption from  registration  provision of the Securities Act
of  1933.  The  funds  have  been  used to pay the  costs  associated  with  its
administration  and payment of professional fees to bring the Company to a fully
reporting  company within  compliance of the Securities Act of 1933 and 1934 and
during the three months ended September 30, 2008 the Company  effectively became
a fully  reporting  company.  As of September  30, 2008,  the Company has sold a
total of 900,000  shares of common  stock (pre  reverse  stock split) as part of
this private placement for a total of $45,000 in cash.

Preferred Share
---------------

The Company is authorized to issue  10,000,000  shares of no par value preferred
stock.  As of  September  30,  2008,  the  Company  has  no  shares  issued  and
outstanding.


NOTE 3 - RELATED PARTY TRANSACTIONS

As of September 30, 2008,  the Company owes its officers a total $4,430 due from
officer  advances  plus a total  of  $2,368  in  accrued  interest  relative  to
previously issued promissory notes.


                                      F-6


<PAGE>








                              BEDROCK ENERGY, INC.
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS
              For the Nine Months Ended September 30, 2008 and 2007

NOTE 3 - RELATED PARTY TRANSACTIONS (continued)

In addition,  during the three months and nine months ended  September 30, 2008,
the Company  authorized  the issuance of zero shares and 30,000 shares of common
stock respectively (post reverse stock split) to each of its three Board members
for a total of 90,000  shares of common stock in exchange for services  rendered
during the year 2007 in the amount of $500 per Board  member and during the year
2008 in the amount of $2,500 per Board member for a total value of $9,000. As of
September 30, 2008, the Company has prepaid expense of $1,575 in consulting fees
as a result of the issuance of these above shares of common stock.

NOTE 4 - INCOME TAXES

As of September 30, 2008, the Company had net operating loss  carryforwards  for
income tax and financial  reporting purposes of approximately  $437,000 expiring
in the years 2017  through  2027.  The deferred tax assets that result from such
operating loss carryforwards of approximately  $124,000 as of September 30, 2008
have been fully reserved for in the accompanying  financial  statements.  During
the nine months ended  September 30, 2008, the valuation  allowance  established
against the net operating loss carryforwards increased by $13,000.

NOTE 5 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONTINGENCIES

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. The Company has suffered recurring losses from
operations that raise  substantial doubt about the Company's ability to continue
as a going  concern.  Management's  plans in this  regard  are to raise  capital
through the  issuance  of common  shares as well as seek a merger  partner.  The
accompanying  financial statement do not include any adjustments relating to the
recovery  and  classification  of  recorded  asset  amounts  or the  amount  and
classification  of  liabilities  that  might be  necessary  should  the  Company
discontinue operations.


NOTE 6 - AGREEMENT

On February 8, 2008,  the Company  executed a Farmout  Agreement  with Sun River
Energy,  Inc.,  effective  as of  November  10,  2007,  for an oil and gas lease
described as Lease No. 06-00256,  State of Wyoming, Section 36, T41N, R81W ("the
Property").  In accordance  with the terms of the Farmout  Agreement the Company
shall pay for and drill one well on the Property on or before  November 10, 2008
to earn its  interest in the lease.  As a result,  the  Company  will earn an 80
percent Net Royalty Interest in the lease with Sun River Energy,  Inc. retaining
a two percent Overriding Royalty Interest. As of September 30, 2008, the Company
has not paid any amounts towards this Agreement.

                                      F-7
<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with our  unaudited
financial  statements and notes thereto included herein. In connection with, and
because we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward-looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on our behalf.  We  disclaim  any  obligation  to update
forward-looking statements.

PLAN OF OPERATIONS

We had no  operations  prior to and we had no  revenues  during the nine  months
ended  September  30, 2008.  We have minimal  capital and minimal  cash.  We are
illiquid  and need cash  infusions  from  investors or  shareholders  to provide
capital, or loans from any sources.

We are an oil and gas exploration and development  company focused on creating a
portfolio of North  American  assets,  located in the central and Western United
States  that  exhibit  consistent,   predictable,   and  long-lived   production
capabilities.   We  plan  to  build  value  for  its  shareholders  through  the
acquisition  and  development of gas and oil assets that contain proven reserves
in domestic areas where reserves can be  economically  produced at a low risk to
us relying  on joint  venture  partners  to supply  most of the funds  needed to
explore or develop these properties.

We intend to participate in oil and gas prospects located in the states of Utah,
Wyoming,  Kansas, New Mexico, and Colorado. Our main emphasis will be to acquire
production  or revenue  generating  opportunities  either by lease  purchase  or
farmout, when available, with third parties and industry partners.

We will need  substantial  additional  capital to support  our  proposed  future
energy  operations.  We have no revenues.  We have no  committed  source for any
funds  as of date  here.  No  representation  is made  that  any  funds  will be
available when needed.  In the event funds cannot be raised when needed,  we may
not be able to carry out our business  plan,  may never achieve sales or royalty
income, and could fail in business as a result of these uncertainties.

Decisions  regarding future  participation  in exploration  wells or geophysical
studies or other activities will be made on a case-by-case basis. We may, in any
particular   case,   decide  to   participate  or  decline   participation.   If
participating,  we may pay our  proportionate  share of costs  to  maintain  our
proportionate  interest  through  cash  flow  or debt or  equity  financing.  If
participation  is  declined,  we may  elect  to  farmout,  non-consent,  sell or
otherwise  negotiate  a  method  of cost  sharing  in  order  to  maintain  some
continuing interest in the prospect.

RESULTS OF OPERATIONS

For the Three Months Ended September 30, 2008 Compared to the Three Months Ended
September 30, 2007

During the three months ended  September 30, 2008 and 2007, we did not recognize
any revenues from our business activities.

                                       1
<PAGE>





During the three months ended  September 30, 2008, we incurred  total  operating
expenses of $17,824  compared to $33,736 during the three months ended September
30,  2007.  The  decrease  of $15,912  was a result of the  $20,975  decrease in
service fees offset by the $4,741 increase in travel  expenses.  The increase in
service fees is a result of our efforts to develop our business  plan in the oil
and gas  exploration  industries  and  our  efforts  to file a Form 10 with  the
Securities and Exchange Commission.

During the three months  ended  September  30,  2008,  we incurred a net loss of
$17,824  compared  to a net  loss of  $36,104  during  the  three  months  ended
September 30, 2007. The decrease of $18,280 is a result of the $15,912  decrease
in operational  expenses and a $2,368 decrease in other  expenses,  as discussed
above.

For the Nine Months Ended  September  30, 2008 Compared to the Nine Months Ended
September 30, 2007

During the nine months ended  September  30, 2008 and 2007, we did not recognize
any revenues from our business activities.

During the nine months ended  September  30, 2008, we incurred  total  operating
expenses of $68,428  compared to $63,236 during the nine months ended  September
30,  2007.  The  increase  of $5,192  was a result  of the  $9,264  increase  in
professional fees and the $3,152 increase in general and administrative expenses
offset by the $12,575  decrease in service fees. The increase in total operating
expenses is a result of our efforts to develop our business  plan in the oil and
gas exploration industries and our efforts to file a Form 10 with the Securities
and Exchange Commission.

During the nine  months  ended  September  30,  2008,  we incurred a net loss of
$68,428 compared to a net loss of $65,604 during the nine months ended September
30,  2007.  The  increase  of  $2,824  is a result  of the  $5,192  increase  in
operational  expenses due to our increased activity as discussed above offset by
a $2,368 decrease in other expenses.

LIQUIDITY

At September  30, 2008,  we had total assets of $11,343,  consisting  of cash of
$9,768 and a prepaid  expense of $1,575.  At September  30,  2008,  we had total
liabilities of $40,548,  consisting of $2,368 in accounts  payables,  $30,000 in
accrued fees and $8,180 in loans from affiliates and shareholders.  At September
30, 2008, we had an accumulated deficit of $412,480.

During the nine months ended  September 30, 2008, we used net cash of $29,003 in
operational activities. During the nine months ended September 30, 2007, we used
net cash of $17,561 in  operational  activities.  During the nine  months  ended
September 30, 2008, we recognized a net loss of $68,428,  which was adjusted for
a non-cash activity of $11,000 in common stock that was issued for services.

During the nine months ended  September 30, 2008, we issued 90,000 shares of our
restricted  common  stock  at a price  of  $0.10  per  share in order to pay for
services  totaling  $9,000 of directors.  We  authorized  the issuance of 30,000
shares of common  stock to each of our  three  Board  members  in  exchange  for
services  rendered  during  the year 2007 in the amount of $1,500 and during the
year 2008 in the  amount of $7,500 for a total of $9,000.  As of  September  30,
2008, we have a prepaid  expense of $1,575 in consulting fees as a result of the
issuance of the above  shares of common  stock and during the nine months  ended
September 30, 2008 expensed $11,000.

                                       2

<PAGE>




On August 2, 2007,  the Company  authorized  the sale in a private  placement of
1,000,000  shares of common stock  (pre-reverse  stock split) at a price of $.05
per share under an exemption from  registration  provision of the Securities Act
of  1933.  The  funds  have  been  used to pay the  costs  associated  with  its
administration  and payment of professional fees to bring the Company to a fully
reporting  company within  compliance of the Securities Act of 1933 and 1934 and
during the three months ended September 30, 2008 the Company  effectively became
a fully  reporting  company.  As of September  30, 2008,  the Company has sold a
total of 900,000  shares of common  stock (pre  reverse  stock split) as part of
this private placement for a total of $45,000 in cash.

We have minimal cash at September 30, 2008 and no other  assets,  and we will be
reliant upon shareholder loans or private  placements of equity to fund any kind
of operations. We have secured no sources of loans or private placements at this
time.

Capital Resources

We have only common stock as our capital resource.

We have no material  commitments for capital  expenditures within the next year,
however if operations are commenced,  substantial  capital will be needed to pay
for participation, investigation, exploration, acquisition and working capital.

Need for Additional Financing

We do not have capital  sufficient to meet our cash needs.  We will have to seek
loans or equity placements to cover such cash needs. Once exploration commences,
our needs for additional financing is likely to increase substantially.

No commitments to provide  additional  funds have been made by our management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be  available  to us to allow it to cover our expenses as they may be
incurred.

ITEM 3.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4.  CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

This  quarterly  report  does not  include a report of  management's  assessment
regarding internal control over financial  reporting or an attestation report of
the  Company's  registered  public  accounting  firm due to a transition  period
established by rules of the  Securities and Exchange  Commission of newly public
companies.

ITEM 4T. CONTROLS AND PROCEDURES

This  quarterly  report  does not  include a report of  management's  assessment
regarding internal control over financial  reporting or an attestation report of
the  Company's  registered  public  accounting  firm due to a transition  period
established by rules of the  Securities and Exchange  Commission of newly public
companies.

                                        3


<PAGE>




                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                NONE

ITEM 2.  CHANGES IN SECURITIES

            NONE.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                NONE.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               NONE.

ITEM 5.  OTHER INFORMATION

               NONE.

ITEM 6.  EXHIBITS

Exhibits.  The  following is a complete  list of exhibits  filed as part of this
Form 10-Q.  Exhibit  numbers  correspond  to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.

     Exhibit 31.1  Certification of Chief Executive  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act

     Exhibit 31.2  Certification of Chief Financial  Officer pursuant to Section
     302 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification  of  Principal  Executive  Officer  pursuant to
     Section 906 of the Sarbanes-Oxley Act

     Exhibit 32.1  Certification  of  Principal  Financial  Officer  pursuant to
     Section 906 of the Sarbanes-Oxley Act


                                        4

<PAGE>




                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





                              BEDROCK ENERGY, INC.
                                  (Registrant)



Dated:   November 12, 2008          By: /s/ W. Edwards Nichols
                                            ----------------------
                                            W. Edwards Nichols, President, Chief
                                            Executive Officer





Dated:   November 12, 2008          By: /s/Herb T. Sears
                                          ----------------
                                           Herb T. Sears,
                                           Chief Financial Officer





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